Supplement No. 3 to Prospectus Supplement Dated September 1, 2015 STATE OF ISRAEL

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1 Supplement No. 3 to Prospectus Supplement Dated September 1, 2015 Dated: August 1, 2017 STATE OF ISRAEL FLOATING RATE LIBOR BONDS (FOURTEENTH SERIES) FLOATING RATE LIBOR BONDS (FIFTEENTH SERIES) Effective as of August 1, 2017, the aggregate principal amount of the Floating Rate LIBOR Bonds (Fourteenth Series) and Floating Rate LIBOR Bonds (Fifteenth Series) offered under this prospectus has been increased to $750,000,000. Assuming that we sell all of the bonds at the current offering price, we will receive $704,935,000 of the proceeds from the sale of the bonds, after paying the underwriters commission which will not exceed $45,000,000 and before expenses estimated at $65,000.

2 Supplement No. 2 to Prospectus Supplement Dated September 1, 2015 Dated: March 1, 2017 STATE OF ISRAEL FLOATING RATE LIBOR BONDS (FOURTEENTH SERIES) FLOATING RATE LIBOR BONDS (FIFTEENTH SERIES) Effective as of March 1, 2017, the aggregate principal amount of the Floating Rate LIBOR Bonds (Fourteenth Series) and Floating Rate LIBOR Bonds (Fifteenth Series) offered under this prospectus has been increased to $600,000,000. Assuming that we sell all of the bonds at the current offering price, we will receive $563,935,000 of the proceeds from the sale of the bonds, after paying the underwriters commission which will not exceed $36,000,000 and before expenses estimated at $65,000.

3 Supplement No. 1 to Prospectus Supplement Dated September 1, 2015 Dated: October 1, 2016 STATE OF ISRAEL FLOATING RATE LIBOR BONDS (FOURTEENTH SERIES) FLOATING RATE LIBOR BONDS (FIFTEENTH SERIES) Bonds with an Issue Date on or after October 15, 2016 will be designated the Fifteenth Series. Effective as of October 1, 2016 for bonds with an Issue Date on or after October 15, 2016, the section headed Interest Rate and Interest Determination Dates in the Prospectus Supplement dated September 1, 2015 is restated in its entirety to read as follows: Interest Rate and Interest Determination Dates. The initial interest rate is equal to the six (6) month London Inter-Bank Offer Rate ( LIBOR ) in effect three (3) Rate-Setting Days prior to the first day of the sales period of such bond, as appears on Bloomberg or such other recognized quotation system as may be designated by Israel from time to time, rounded upwards to the next one-sixteenth (1/16) of one percent, if the quoted interest rate is not equivalent to one-sixteenth (1/16) of one percent (the Applicable LIBOR Rate ), plus or minus a fixed number of basis points (the spread ). The spread of each bond shall remain fixed until maturity and will be stated on the book-entry statement or bond certificate. After the initial interest period, the interest rate will be adjusted semi-annually in accordance with the Applicable LIBOR Rate in effect on the applicable interest determination date, which is three (3) Rate-Setting Days prior to June 1 and December 1 of each year. In no event will the interest rate payable on the bonds be less than 0% per year. Rate-Setting Day shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York, London or Toronto. The spread and the initial interest rate applicable to each bond will be determined by the State of Israel and included in a Free Writing Prospectus which will be filed with the SEC not less than one (1) Business Day prior to the first day of the sales period of such bond. If such date is a legal holiday in Israel, the Free Writing Prospectus may be filed with the SEC one (1) Business Day earlier. For example, the initial interest rate on a 5-Year Floating Rate LIBOR Bond issued on Monday, June 1, 2015 will be announced one (1) Business Day prior to May 15, 2015, i.e., on Thursday, May 14, 2015 (or, if such date were a legal holiday in Israel, on Wednesday, May 13, 2015).

4 This prospectus supplement should be read in conjunction with the accompanying prospectus dated September 1, 2015 September 1, 2015 $400,000,000 STATE OF ISRAEL FLOATING RATE LIBOR BONDS FOURTEENTH SERIES ISSUE PRICE 100 PER CENT This is an offering by the State of Israel of an aggregate amount of $400,000,000 State of Israel Floating Rate LIBOR Bonds (Fourteenth Series) (the bonds ). The full faith and credit of Israel will be pledged for the due and punctual payment of all principal and interest on the bonds. We are offering bonds of five maturity periods: 1-Year Floating Rate LIBOR Bonds, 2-Year Floating Rate LIBOR Bonds, 2-Year Floating Rate LIBOR Financing Bonds, 3-Year Floating Rate LIBOR Bonds, 3-Year Floating Rate LIBOR Financing Bonds, 5-Year Floating Rate LIBOR Bonds and 10-Year Floating Rate LIBOR Bonds. Your bond will mature on the first calendar day of the month during which the first, second, third, fifth or tenth anniversary, as the case may be, of the Issue Date of your bond occurs. You may buy each 2-Year Floating Rate LIBOR Financing Bond and 3-Year Floating Rate LIBOR Financing Bond in a minimum denomination of $100,000 (and integral multiples of $25,000 in excess of $100,000). You may buy each 1-Year Floating Rate LIBOR Bond, 2-Year Floating Rate LIBOR Bond, 3-Year Floating Rate LIBOR Bond, 5-Year Floating Rate LIBOR Bond and 10-Year Floating Rate LIBOR Bond in a minimum denomination of $5,000 (and integral multiples of $500 in excess of $5,000). The 2-Year and 3-Year Floating Rate LIBOR Financing Bonds may only be purchased if financed by an Authorized Institutional Lender. The bonds will accrue interest from (and including) the Issue Date until (but not including) the maturity date, at a variable rate equal to the applicable six (6) month London Inter-Bank Offer Rate ( LIBOR ) plus or minus a fixed number of basis points determined by the State of Israel (the spread ). The spread and the initial interest rate will be announced one (1) Business Day prior to the first day of the sales period of the bond. Except in the cases described in this prospectus supplement, interest will be paid every June 1, December 1 and on maturity. The bonds will not earn or accrue interest after maturity. The transferability of the bonds is restricted as described in detail in the body of this prospectus supplement and the accompanying prospectus. See the section entitled Risk Factors, beginning on page S-8, for a discussion of certain factors you should consider before investing in the bonds. Assuming that we sell all of the bonds at the initial offering price, we will receive $376,000,000 of the proceeds from the sale of the bonds, after paying the underwriters selling concession which will not exceed $24,000,000 and before expenses estimated at $65,000. This offering may have a special appeal to persons with an interest in the State of Israel rather than the general public. The bonds offered hereby are considered a separate and distinct class of securities, for all purposes, from any other State of Israel debt instruments, whether denominated in U.S. dollars or otherwise. We have issues of debt instruments outstanding which may, on any given day, provide a greater yield to maturity than the bonds being offered by this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the bonds or passed upon the adequacy or accuracy of this prospectus or the accompanying prospectus. Any representation to the contrary is a criminal offense. Development Corporation for Israel 641 Lexington Avenue New York, New York Member FINRA

5 Table of Contents On August 25, 2015, the Bank of Israel foreign exchange representative rate for U.S. dollars was New Israeli Shekels, or NIS, per U.S. dollar. References to $ in this prospectus supplement are to U.S. dollars. For a discussion of the convertibility of the NIS, see Balance of Payments and Foreign Trade Foreign Exchange Controls and International Reserves in Exhibit D to Israel s annual report on Form 18-K for the fiscal year ended December 31, 2014, which is incorporated by reference into this prospectus supplement. This document contains two parts, the prospectus supplement and the accompanying prospectus, both of which have been filed with the Securities and Exchange Commission. The accompanying prospectus, which starts on page one after the prospectus supplement, contains general terms of bonds sold by the State of Israel through Development Corporation for Israel. You should base any decision to invest in the bonds on consideration of the prospectus supplement and the accompanying prospectus as a whole. Prospectus Supplement S-1 Summary of the Offering S-2 About this Prospectus Supplement S-3 Forward Looking Statements S-3 Incorporation by Reference S-3 Description of the Bonds S-8 Risk Factors S-10 United States Taxation Prospectus 1 Where You Can Find More Information About the State of Israel 2 Use of Proceeds 2 Description of the Bonds 5 Plan of Distribution 5 Official Statements 5 Validity of the Bonds 5 Debt Record 6 Jurisdiction; Consent to Service and Enforceability 6 Authorized Representative i

6 SUMMARY OF THE OFFERING The following summary should be read as an introduction to this prospectus supplement and is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus. You should base any decision to invest in the bonds on consideration of this prospectus supplement and the accompanying prospectus as a whole. Issuer State of Israel. Title of Security State of Israel Floating Rate LIBOR Bonds (Fourteenth Series). Aggregate Principal Amount Maturity Dates Issue Dates Denominations Limitations Interest Payments Limitations on Transfer Risk Factors Book Entry Bonds $400,000,000. Your bond will mature on the first calendar day of the month during which the first, second, third, fifth or tenth anniversary, as the case may be, of the Issue Date of your bond occurs. 1st and 15th of the month. To purchase a bond of a specific Issue Date, your subscription must be accepted before such Issue Date (or before such other day as may be announced). You may buy each 2-Year Floating Rate LIBOR Financing Bond and 3-Year Floating Rate LIBOR Financing Bond in a minimum denomination of $100,000 (and integral multiples of $25,000 in excess of $100,000). You may buy each 1-Year Floating Rate LIBOR Bond, 2-Year Floating Rate LIBOR Bond, 3-Year Floating Rate LIBOR Bond, 5-Year Floating Rate LIBOR Bond and 10-Year Floating Rate LIBOR Bond in a minimum denomination of $5,000 (and integral multiples of $500 in excess of $5,000). The 2-Year Floating Rate LIBOR Financing Bond and 3-Year Floating Rate LIBOR Financing Bond may only be purchased if financed by an Authorized Institutional Lender. The bonds will accrue interest from (and including) the Issue Date until (but not including) the maturity date at a variable rate equal to the applicable six (6) month LIBOR plus or minus a fixed number of basis points as applicable on the Issue Date. The bonds will not earn or accrue interest after maturity. Interest will be paid every June 1, December 1 and upon maturity, except that for bonds issued on May 15 and November 15 of each year, the first interest payment will be made on the second interest payment date following their Issue Date. When the bonds become payable, you will receive the face amount of the bonds in U.S. currency. You may not assign or transfer the bonds, except in certain special instances. There are certain risks relating to the bonds, which investors should ensure they fully understand. See Risk Factors. The bonds are issued in book-entry form. Certificates will be issued only

7 Fiscal Agent Taxation Governing Law to government agencies, pension funds, financial institutions and employee benefit plans that so request at the time of purchase. The bonds will be issued pursuant to the Amended and Restated Master Fiscal Agency Agreement, dated as of December 24, 2013, as may be amended, further amended and restated or otherwise modified from time to time, by and among the State of Israel, Computershare Inc. and Computershare Trust Company, N.A. (collectively, Computershare ), as fiscal agent, paying agent, transfer agent and registrar. For a discussion of United States tax consequences associated with the bonds, see United States Taxation. Investors should consult their own tax advisors in determining the non-united States, United States federal, state, local and any other tax consequences to them of the purchase, ownership and disposition of the bonds. The bonds will be governed by the laws of the State of New York, except with respect to the authorization and execution of the bonds, which will be governed by the laws of the State of Israel. S-1

8 ABOUT THIS PROSPECTUS SUPPLEMENT Israel accepts responsibility for the contents of this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Israel, having made all reasonable inquiries, confirms that this prospectus supplement and the accompanying prospectus contain all information with respect to Israel and the bonds which is material in the context of the issue and offering of the bonds, and that, to the best of Israel s knowledge and belief, there are no other facts the omission of which would make any such information materially misleading. Prospective investors should rely on the information provided in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. No person is authorized to make any representation or give any information not contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Any such representation or information not contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in this prospectus supplement and the accompanying prospectus must not be relied upon as having been authorized by Israel or the underwriters. Please see Where You Can Find More Information About The State of Israel in the accompanying prospectus for information on the documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus. Israel is not offering to sell or soliciting offers to buy any securities other than the bonds offered under this prospectus supplement, nor is Israel offering to sell or soliciting offers to buy the bonds in places where such offers are not permitted by applicable law. You should not assume that the information in this prospectus supplement or the accompanying prospectus, or the information Israel has previously filed with the Securities and Exchange Commission, or the SEC, and incorporated by reference in this prospectus supplement and the accompanying prospectus, is accurate as of any date other than their respective dates. Israel s economic, fiscal or political circumstances may have changed since such dates. The bonds described in this prospectus supplement are debt securities of Israel being offered under a registration statement filed with the SEC under the U.S. Securities Act of 1933, as amended. The accompanying prospectus is part of that registration statement. The accompanying prospectus provides you with a general description of the securities that Israel may offer, and this prospectus supplement contains specific information about the terms of this offering and the bonds. This prospectus supplement also adds, updates or changes information provided or incorporated by reference in the accompanying prospectus. Consequently, before you invest, you should read this prospectus supplement together with the accompanying prospectus, the registration statement, any post-effective amendments thereto, and the documents incorporated herein and therein by reference. See Incorporation by Reference for a description of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. In addition, as described herein, information regarding the interest rates on the bonds for any particular sales period will be made available in a rate sheet that will be filed with the SEC and on the website of DCI. Certain terms used but not defined in this prospectus supplement are defined in the accompanying prospectus. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the bonds in certain jurisdictions may be restricted by law. Persons who receive copies of this prospectus supplement and the accompanying prospectus should inform themselves about and observe any of those restrictions. This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, may be used only for the purposes for which they have been produced in connection with the offering of the bonds. Any use of this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than in connection with the offering of the bonds, is unauthorized. S-2

9 FORWARD LOOKING STATEMENTS Israel has made forward looking statements in this prospectus supplement and the accompanying prospectus. Statements that are not historical facts are forward looking statements. These statements are based on Israel s current plans, estimates, assumptions and projections. Therefore, you should not place undue reliance on them. Forward looking statements speak only as of the date they are made, and Israel undertakes no obligation to update any of them in light of new information or future events. Forward looking statements involve inherent risks. Israel cautions you that many factors could affect the future performance of the Israeli economy. These factors include, but are not limited to: External factors, such as: interest rates in financial markets outside Israel; the impact of changes in the credit rating of Israel; the security situation; the economic growth and stability of Israel s major trading partners, including the United States and the European Union; the global high-tech market; and regional economic and political conditions. Internal factors, such as: general economic and business conditions in Israel; present and future exchange rates of the Israeli currency; foreign currency reserves; the level of domestic debt; domestic inflation; the level of budget deficit; the level of foreign direct and portfolio investment; and the level of Israeli domestic interest rates. INCORPORATION BY REFERENCE Israel has filed its annual report for 2014 on Form 18-K with the SEC. The annual report of Israel for 2014 on Form 18-K, its exhibits and any amendment to that annual report on Form 18-K and its exhibits, as well as all future annual reports and amendments to such annual reports that Israel files with the SEC until Israel sells all of the bonds covered by this prospectus supplement, are considered part of and incorporated by reference in this prospectus supplement. Each time Israel files a document with the SEC that is incorporated by reference, the information in that document automatically updates the information contained in previously filed documents. All of these documents have been or will be filed with the SEC and will be available for inspection at the office of the SEC. You may also obtain a copy of all such documents, free of charge, at the offices of the fiscal agent in New York City or at the office listed in the accompanying prospectus under the heading Where You Can Find More Information About the State of Israel. In addition, the SEC maintains an Internet site that contains reports and other information regarding issuers, like Israel, that file electronically with the SEC ( ). DESCRIPTION OF THE BONDS We are issuing the bonds under the Amended and Restated Master Fiscal Agency Agreement, dated as of December 24, 2013 (as amended, further amended and restated or otherwise modified from time to time, the Fiscal Agency Agreement ) between the State of Israel and Computershare, as fiscal agent (the Fiscal Agent ). This section of this prospectus supplement is a summary of the material provisions of the bonds and the Fiscal Agency Agreement. Because it is only a summary, the description may not contain all of the information that is important to you as a potential investor in the bonds. Therefore, Israel urges you to read the Fiscal Agency Agreement and the form of bond in making your decision on whether to invest in the bonds. Israel has filed copies of these documents with the SEC, and all of these documents may be inspected at the office of the SEC. Copies of the Fiscal Agency Agreement, including the form of bond, may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices listed in the accompanying prospectus under the heading Where You Can Find More Information About the State of Israel and at the offices of the Fiscal Agent. Any capitalized terms that are defined in the accompanying prospectus have the same meanings in this section unless a different definition appears in this section. If there are any inconsistencies between the information in this section and the information in the accompanying prospectus, the information in this section controls. S-3

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11 Whenever used in this prospectus supplement or the accompanying prospectus, a Business Day shall mean any banking day in New York, New York. The Offering. We are offering $400,000,000 aggregate principal amount of Floating Rate LIBOR Bonds (Fourteenth Series). We are offering bonds of five maturity periods: 1-Year Floating Rate LIBOR Bonds, 2-Year Floating Rate LIBOR Bonds, 2-Year Floating Rate LIBOR Financing Bonds, 3-Year Floating Rate LIBOR Bonds, 3-Year Floating Rate LIBOR Financing Bonds, 5-Year Floating Rate LIBOR Bonds, and 10-Year Floating Rate LIBOR Bonds. The bonds are direct, unconditional and general obligations of the State of Israel. We pledge our full faith and credit for the due and punctual payment of principal and accrued interest, as well as for the due and timely performance of all of our obligations with respect to the bonds. The terms of the bonds are as follows: Denominations. You may buy each 2-Year Floating Rate LIBOR Financing Bond and 3-Year Floating Rate LIBOR Financing Bond in a minimum denomination of $100,000 and integral multiples of $25,000 in excess of $100,000. You may buy each 1-Year Floating Rate LIBOR Bond, 2-Year Floating Rate LIBOR Bond, 3-Year Floating Rate LIBOR Bond, 5-Year Floating Rate LIBOR Bond and 10-Year Floating Rate LIBOR Bond in a minimum denomination of $5,000. In addition, after you have purchased a minimum of $5,000 of 2-Year Floating Rate LIBOR Bonds, 3-Year Floating Rate LIBOR Bonds, 5-Year Floating Rate LIBOR Bonds, or 10-Year Floating Rate LIBOR Bonds in a single purchase, then during the twelve (12) month period immediately following you may purchase additional bonds of the same maturity period in denominations of $500 and integral multiples of $500 at the interest rate in effect at the time of each such additional purchase. For the avoidance of doubt, if you purchased bonds of the previous series (i.e., the Thirteenth Series) that meet the foregoing minimum purchase and time requirements, you may purchase additional bonds of the current series (i.e., the Fourteenth Series offered hereby) subject to the same restrictions. Additional bonds must be registered in the same name as the bonds satisfying the minimum purchase requirement. Issue Dates and Sales Periods. The bonds will be issued on the 1st and 15th of each month (each, an Issue Date ). There will be two (2) sales periods per month: bonds issued on the 15th of the month will be offered from the 1st of the month through the 14th of the month; and bonds issued on the 1st of the month will be offered from the 15th of the month preceding the Issue Date through the last day of that month. In order to purchase a bond of a specific Issue Date, your subscription must be accepted by or on behalf of Israel before such Issue Date (or before such other date as may be announced). If your subscription is accepted by or on behalf of Israel on or after an Issue Date (or such other date), your bond will be issued on a subsequent Issue Date. However, if you are reinvesting a matured State of Israel Bond, in order for your new bond to be issued on the maturity date of your reinvested bond, your subscription must be accepted by or on behalf of Israel within five (5) calendar days after the maturity date of your reinvested bond (or, if such date falls on a non-business Day, the first Business Day after such date). Unless sales of a certain bond are suspended, a subscription shall be deemed to have been accepted as of the date upon which the completed subscription forms and the purchase price are actually received in form acceptable to the Fiscal Agent or to the Development Corporation for Israel on behalf of the Fiscal Agent. Maturity. Your bond will mature on the first calendar day of the month during which the first (1st), second (2nd), third (3rd), fifth (5th) or tenth (10th) anniversary, as the case may be, of the Issue Date of your bond occurs. For example, a 5-Year Floating Rate LIBOR Bond issued on July 15, 2015 will mature on July 1, If your Issue Date is the 15th of the month, your bond will mature two (2) weeks less than the total number of years of the bond. When the bonds become payable, you will receive the face amount of the bonds in United States currency. Interest Rate and Interest Determination Dates. The initial interest rate is equal to the six (6) month London Inter-Bank Offer Rate ( LIBOR ) in effect three (3) Business Days prior to the first day of the sales period of such bond, as appears on Bloomberg or such other recognized quotation system as may be designated by Israel from time to time, rounded upwards to the next one-sixteenth (1/16) of one percent, if the quoted interest rate is not equivalent to one-sixteenth (1/16) of one percent (the Applicable LIBOR Rate ), plus or minus a fixed number of basis points (the spread ). The spread of each bond shall remain fixed until maturity and will be stated on the book-entry statement or bond certificate. After the initial interest period, the interest rate will be adjusted S-4

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13 semi-annually in accordance with the Applicable LIBOR Rate in effect on the applicable interest determination date, which is three (3) Business Days prior to June 1 and December 1 of each year. In no event will the interest rate payable on the bonds be less than 0% per year. The spread and the initial interest rate applicable to each bond will be determined by the State of Israel and included in a Free Writing Prospectus which will be filed with the SEC not less than one (1) Business Day prior to the first day of the sales period of such bond. If such date is a legal holiday in Israel, the Free Writing Prospectus may be filed with the SEC one (1) Business Day earlier. For example, the initial interest rate on a 5-Year Floating Rate LIBOR Bond issued on Monday, June 1, 2015 will be announced one (1) Business Day prior to May 15, 2015, i.e., on Thursday, May 14, 2015 (or, if such date were a legal holiday in Israel, on Wednesday, May 13, 2015). Interest and Maturity Payments. Interest will accrue from (and including) the Issue Date of the bonds until (but not including) the maturity date. We will pay interest semi-annually on June 1, December 1 (each, an Interest Payment Date ) and upon maturity, except that for bonds issued on May 15 and November 15 of each year, the first interest payment will be made on the subsequent Interest Payment Date following their Issue Date. If either Interest Payment Date is not a Business Day, we will pay interest that has accrued until (but not including) either June 1 or December 1, as the case may be, on the next Business Day, but interest that accrues from either June 1 or December 1, as the case may be, until (but not including) the date on which the interest is paid, will be paid on the next Interest Payment Date. We will calculate interest for each of the above periods as a percentage of the annual percentage rate based on a 365-day year and the actual number of days elapsed. When the bonds mature, you will receive the face amount of the bonds in United States currency. If the maturity date is not a Business Day, you will receive payment accrued until (but not including) the maturity date on the next Business Day but no additional interest will accrue or be payable by reason of such extension. The bonds will not earn or accrue interest after maturity. Limitation on Purchases. The 2-Year and 3-Year Floating Rate LIBOR Financing Bonds may only be purchased if financed by an Authorized Institutional Lender. Authorized Institutional Lender means an entity primarily engaged in the business of making secured loans to institutional and non-institutional borrowers, authorized in writing by Israel to accept bonds as collateral security. Right to Suspend or Terminate Sales. Israel reserves the right to suspend or terminate new sales of any series or maturity periods of bonds at any time, for any period of time and for any reason, including without limitation, for reasons relating to market conditions. Any subscription received in respect of a series or maturity period of bonds for which sales have been suspended will be returned to the subscriber. Limited Transferability. You may not transfer, assign or pledge the bonds, in whole or in part, or any interest therein, and the bonds may not be securitized, except as described herein or with the prior written consent of Israel. You may transfer the bonds to the following permitted transferees under the circumstances described below, provided that each such transferee of the bonds must hold at least the minimum purchase requirement (see Denominations, above) with respect to such bonds: Israel; Any religious, charitable, literary, scientific or educational organization, contributions to which are, at the time of the transfer, deductible for income and similar tax purposes under the United States Internal Revenue Code of 1986, as heretofore or hereafter amended (or are accorded similar treatment under the laws of the country in which the transferee is located) provided that a transfer to such entity is made by gift or bequest without any compensation to the transferor; The registered owner s spouse, children, grandchildren, siblings, parents or grandparents; Upon the death of the bondholder, to any person in accordance with such bondholder s testamentary disposition and/or applicable laws of descent and distribution; Provided the transfer is made by the registered owner of a 2-Year Floating Rate LIBOR Financing Bond or 3-Year Floating Rate LIBOR Financing Bond, as collateral security to an Authorized Institutional Lender, and only at the time of purchase of the bond. Authorized Institutional Lender shall mean an entity primarily engaged in the business of making secured loans to institutional and non-institutional borrowers, authorized in writing by Israel to accept bonds as collateral security; or Anyone designated by a written direction signed in the name of the State of Israel as a permissible transferee. Due to the limited transferability of the bonds and the limited circumstances under which we will purchase the bonds (see Early Redemption below), bondholders may not be able to readily liquidate their investment prior to maturity. S-5

14 Event of Default. If we default on the payment of interest or principal with respect to a particular bond: Any amount of interest or principal in default will accrue interest at the interest rate applicable to that bond on the date of such default until such default is cured; and If any default continues for a period of ninety (90) calendar days, the principal amount of the bond will, at the option of, and upon written demand to us by, the registered owner(s) of the bond, mature and become due and payable, together with accrued and unpaid interest, upon the date that such written demand is actually received by us, unless prior to such date we cured all defaults in respect of the bonds. Early Redemption. The bonds are subject to early redemption and repurchase by the State as described under this heading. Whether the bonds are redeemed at the option of the State, or repurchased by the State at the request of the bondholder or on such other terms and conditions as the State may determine, the State will redeem or repurchase bonds for a purchase price equal to the principal amount of the bond together with interest accrued to the redemption or repurchase date. If the redemption or repurchase price is not paid on the surrender of any bond, then such bonds will continue to accrue interest at the rate prescribed for such bonds through the maturity of the bond. Repurchase by the State at the Request of a Bondholder. A bond may be repurchased by the State prior to its maturity, but only on the first Business Day of a given month, within sixty (60) days following the State s receipt of a bondholder s written request accompanied by an instrument of transfer in a form approved by the Fiscal Agent, under the following four scenarios: Upon the death of any natural person who was the original registered owner of the bond ( Original Owner ) or, in the event there is more than one Original Owner, upon the death of the last surviving Original Owner; provided that such obligation of the State to repurchase upon death shall cease and terminate and shall not apply when the bond is owned by a transferee or assignee. Upon the death of any natural person who was the original registered owner of the bond ( Original Owner ) or, in the event there is more than one Original Owner, upon the death of the last surviving Original Owner; provided that such obligation of the State to repurchase upon death shall cease and terminate and shall not apply when the bond is owned by a transferee or assignee. Upon the death of any natural person (or the dissolution of a testamentary trust following the death of such person) who owned such bond through an IRA, Roth IRA or Keogh or H.R. 10 Plan. Upon the termination of any Employee Benefit Plan which owned such bond; unless, in the case of an IRA, Roth IRA or a Keogh or H.R. 10 Plan, the beneficiary or administrator of such plan advises the State or Development Corporation for Israel that it intends to transfer such plan to another plan in a rollover transaction, as such term is defined in Section 402 of the Internal Revenue Code of 1986, within the time limit prescribed for such rollover. In order to redeem a bond upon the termination of an Employee Benefit Plan that is the owner of the bond, sufficient evidence must be provided to the State that such Employee Benefit Plan has been terminated and that the assets must be liquidated to meet the Plan s commitments. The first three scenarios described above are subject to the caveat that the State may suspend or terminate its obligation to purchase such bond if, in the opinion of the State, a material number of the affected original registered owners have died as a result of war, epidemic, catastrophe of nature or other disaster. As used herein, Employee Benefit Plan means any employee benefit plan as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended, or any comparable legislation in effect at the time of determination, or any Individual Retirement Account, Roth Individual Retirement Account, Keogh or H.R. 10 Plan, or, subject to the approval of the State, a plan or fund, if any, irrespective of its location or place or organization, determined by the State to be a comparable plan or fund. Redemption at the Option of the State. The bonds are subject to redemption at any time by the State. The bonds of this series are redeemable as a whole or in part. If the bonds are redeemed in part, selection of the bonds will be at the State s discretion; however, the bonds will be redeemed in one or more groups, where each group of bonds will consist of all bonds of this series that bear the same Issue Date (each, a tranche ). In addition, no bonds of a particular tranche will be redeemed at the option of the State unless bonds of tranches with prior Issue Dates are or have been called for redemption. For purposes of such redemption, the bonds will be called in accordance with the provisions of the Fiscal Agency Agreement, and there will be no aggregation of different series or other debt instruments of the State. (For the avoidance of doubt, there will be no aggregation irrespective of any similarity in name, maturity, currency, denomination, integral terms and/or Issue Date between the bonds offered hereby and any different series or other debt instruments of the State.) A notice of redemption will be mailed to all bondholders by the Fiscal Agent between thirty (30) and sixty (60) days prior to the redemption date. The notice will set forth: The redemption date;

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16 Whether all bonds or a group of bonds are to be redeemed; In the case of a redemption of a group of bonds, a description of the group of bonds that are to be redeemed; The redemption price; That on the redemption date no owner of bonds called for redemption is entitled to more than the redemption price, and that the redemption price is due and payable on the redemption date; and The place where the bonds are to be redeemed. The State will not be required to issue or register the transfer or exchange of any bond during the period beginning with the fifteenth (15th) Business Day prior to the date of the mailing of a notice of redemption through the end of the date of the mailing. The State will also not be required to register the transfer or exchange of any bond selected for redemption in whole or in part, except for the unredeemed portion of the bonds being redeemed in part. Repurchase by the State Under Other Terms and Conditions. In addition to a redemption or repurchase of the bonds described above (see Repurchase by the State at the Request of Bondholder and Redemption at the Option of the State ), the State reserves the right to repurchase the bonds in whole or in part, at any time, at such terms and under such conditions as may be determined by the State. Bonds so repurchased shall be purchased from bondholders willing to sell such bonds on the terms and conditions determined by the State in respect of such repurchase. Repurchased bonds may be held or resold by the State or surrendered to the Fiscal Agent for cancellation in accordance with the Fiscal Agency Agreement. Bond Certificate. We are issuing the bonds in book entry form. Therefore, bond certificates will not be issued (except in the limited circumstances described below). Instead, the Fiscal Agent will mail to the purchaser and owner of each bond a confirmation that the owner has been listed in the bond register as the registered owner of the bond along with other pertinent information. Certificates will be issued only to government agencies, pension funds, financial institutions and Employee Benefit Plans that so request at the time of purchase. We will forward all notices relating to the bonds to the registered owner(s). You may transfer a bond, if permitted under the terms of this prospectus supplement, by notifying the Fiscal Agent in writing of the transfer request along with appropriate transfer documents and any fee and expenses, required by the Fiscal Agent to be paid by the transferor. The transferor must also pay the State for any of the State s expenses in connection with the transfer. The Fiscal Agent will then record the transfer in the bond register. We will only repurchase bonds upon presentation of appropriate transfer documents (and the bond certificate if one was issued) to the Fiscal Agent. Upon maturity of a book entry bond or redemption of a book entry bond, the Fiscal Agent will automatically pay the principal amount and accrued interest on the book entry bond to the registered owner by mailing a check to the last address of the registered owner as listed in the bond register or, if written instructions are given by the registered owner, by automatic clearing house funds to the bank and bank account specified by the registered owner. Bond certificate holders must present the physical certificate to the Fiscal Agent to receive payment. The bond owner will bear all expenses in connection with the replacement and delivery of a new bond. Israel will issue a new bond certificate to the bond owner for no cost, in case the bond owner notifies the Fiscal Agent in writing that the bond certificate was never delivered, no later than six (6) months following the original Issue Date of the bond. Fiscal Agent. Computershare will act as the fiscal agent for the bonds. The address for Computershare is 250 Royall Street, Canton, MA 02021, Attention: State of Israel Bonds. The telephone number is SOI-DIAL ( ). Other State of Israel Debt Instruments. The State issues debt instruments, including securities denominated in U.S. dollars, whose names, series, maturities, denominations, issue dates, interest commencement dates, maturity dates and/or other integral terms may be similar to those of the bonds. The bonds offered hereby are considered a separate and distinct class of securities, for all purposes, from any other State of Israel debt instruments irrespective of any such similarity. For purposes of a redemption at the option of the State, the bonds will be called in accordance with the provisions of the Fiscal Agency Agreement, and there will be no aggregation of different series or other debt instruments of the State (see Early Redemption Redemption at the Option of the State, above). The foregoing description of the material terms of the bonds is qualified by reference to the full terms of the bonds. Bonds offered and sold outside of the United States may be offered and sold in reliance on Regulation S or another applicable exemption from the registration requirements of the Securities Act of 1933, as amended. Such bonds have not been and will not be registered under the Securities Act. Accordingly, subject to certain exceptions, such bonds may not be offered, sold or delivered within the United States to United States persons. S-7

17 RISK FACTORS You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein carefully. Words and expressions defined elsewhere in this prospectus supplement and the accompanying prospectus have the same meaning in this section. Investing in the bonds involves certain risks. Israel may become unable to pay interest, principal or other amounts on or in connection with the bonds for any number of reasons. Factors which Israel currently views as material for assessing the risks of investing the bonds are described below. However, additional risks that are not currently known to Israel, or that it currently deems immaterial, may arise or become material and, accordingly, Israel does not represent that the statements below regarding the risks of investing in the bonds are exhaustive. The materialization of any such known or unknown risks could, individually or cumulatively, have a material adverse effect on Israel s ability to make payments on the bonds, in which case you could lose all or part of your investment. You should consider carefully whether an investment in the bonds is suitable for you in light of your personal circumstances. You should make your own inquiries as you deem necessary without relying on Israel or any underwriter and should consult with your financial, tax, legal, accounting and other advisors, prior to deciding whether to make an investment in the bonds. You should consider, among other things, the following: Risks related to the bonds The bonds may not be a suitable investment for all investors. You must determine the suitability of investment in the bonds in light of your own circumstances. In particular, you should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the bonds and the merits and risks of investing in the bonds; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of your particular financial situation, an investment in the bonds and the impact the bonds will have on your overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the bonds, including where the currency for principal or interest payments is different from your currency; (iv) understand thoroughly the terms of the bonds and be familiar with the behavior of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic, interest rate and other factors that may affect your investment and your ability to bear the applicable risks. There is no secondary trading market for the bonds and transferability is limited. Except under certain limited circumstances, the bonds may not be transferred, sold or pledged. As a result, no secondary market can develop for the bonds and they will not be traded on an established securities market (or the substantial equivalent thereof). There can be no assurance that the laws of the State of New York in effect as of the date of this prospectus supplement will not be modified. The conditions of the bonds are based on the laws of the State of New York in effect as of the date of this prospectus supplement. No assurance can be given as to the impact of any possible judicial decision or change to New York law or administrative practice after the date of this prospectus supplement. Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. You should consult your legal advisors to determine whether and to what extent (i) the bonds are legal investments for you, (ii) the bonds can be used as collateral for various types of borrowing and (iii) other restrictions apply to your purchase or pledge of any bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the bonds under any applicable risk-based capital or similar rules. Investors in the bonds may be subject to interest rate risks. Investment in floating rate bonds involves the risk that a fall in the market interest rate (plus or minus the spread) may result in a lower, or no, amount of interest. S-8

18 The bonds are unsecured. The bonds constitute unsecured obligations of the State of Israel. This means that bondholders will not have recourse to any security or other assets of the State of Israel should the State of Israel default on its payment obligations in respect of the bonds. The bonds are subject to optional redemption or repurchase by the State of Israel. The State of Israel may redeem or repurchase the bonds in whole or in part, at any time or from time to time, prior to their scheduled maturity dates. For example, the State of Israel may choose to redeem or repurchase the bonds when its cost of borrowing is lower than the interest rate on the bonds. Upon such redemption or repurchase, an investor might not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the bonds being redeemed and might only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. Principal and interest payments will be made in U.S. dollars and will be subject to exchange rate risks and exchange controls affecting investors whose principal currency is not U.S. dollars. The State of Israel will pay principal and interest on the bonds in U.S. dollars. This presents certain risks relating to currency conversions if an investor s financial activities ( Investor s Currency ) are denominated principally in a currency or currency unit other than U.S. dollars. These include the risk that exchange rates may significantly change (including changes due to devaluation of the U.S. dollars or revaluation of the Investor s Currency) and the risk that authorities with jurisdiction over the Investor s Currency may impose or modify exchange controls. An appreciation in the value of the Investor s Currency relative to the U.S. dollar would decrease (1) the Investor s Currency-equivalent yield on the bonds and (2) the Investor s Currency-equivalent value of the principal payable on the bonds. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Risks related to the State of Israel and the geopolitical and economic environment Israel s access to credit is affected by external factors such as regional and international political and economic conditions. Israel s access to credit in the international capital markets is affected by regional and international political and economic conditions, including interest rates in financial markets outside Israel, the impact of changes in the credit rating of Israel, the security situation, the economic growth and stability of Israel s major trading partners, and the global high-tech market. As a result, political, economic or market factors, which may be outside Israel s control, may impact the debt dynamics of Israel and could adversely affect Israel s cost of funds in the international capital markets and the demand for Israel s debt securities. Israel s political, economic and military environment may continue to be volatile. Israel has from time to time experienced political volatility and has been subject to ongoing security concerns. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. Political instability in the Middle East has increased since the terrorist attacks of September 11, 2001, the U.S. intervention in Iraq and news of Iran s reported nuclear program. Since 2005, when Israel withdrew from the Gaza strip, terrorist violence from Gaza has increased. If the level of instability and violence increases in the future, Israel s capital markets, the level of tourism in Israel and foreign investment in Israel, among other things, may suffer. The conflicts with Hamas in the Gaza strip and with Hezbollah in Lebanon may worsen and potentially affect Israel s economic condition. In addition, political volatility may affect the stability of the Israeli economy. Since January 2011, there has been political instability and civil disobedience, termed the Arab Spring, in numerous Middle East and North African countries, including Bahrain, Libya, Egypt, Iran, Tunisia, Yemen and Syria. The Arab Spring has ousted long-standing leadership in several of the aforementioned countries and created turbulent political situations in others. As Israel is situated in the center of this region, it closely monitors these events, aiming to protect its economic, political and security interests. The delicate relations between Israel and its neighbors have become even more fragile with the change in regimes and the ongoing political instability. There can be no assurance that such instability in the region will not S-9